Thomas Heneghan
About Thomas Heneghan
Thomas Heneghan is the independent Chairman of the Board of Equity LifeStyle Properties, Inc. (ELS) since May 2023, previously serving as Vice Chairman (2018–2023) and Co‑Vice Chairman (2013–2018) . He is CEO of Equity International (real estate-focused investment firm) since February 2013; earlier he held multiple executive roles at ELS including CEO (2004–2013), President (various periods), CFO and Treasurer (1995–2000) . The Board affirmatively determined Mr. Heneghan is independent and specifically found his prior CEO role does not hinder independence under NYSE standards . He is a director of Chai Trust and previously served on Farmland Partners’ board (2020–2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Equity LifeStyle Properties (ELS) | Chairman of the Board | May 2023–present | Board leadership; CEO focused on operations; Chair supports oversight |
| Equity LifeStyle Properties (ELS) | Vice Chairman of the Board | 2018–2023 | Board leadership |
| Equity LifeStyle Properties (ELS) | Co‑Vice Chairman | 2013–2018 | Board leadership |
| Equity LifeStyle Properties (ELS) | Chief Executive Officer | 2004–2013 | Led REIT operations and strategy |
| Equity LifeStyle Properties (ELS) | President | 2004–2008; 2011–2012 | Senior management |
| Equity LifeStyle Properties (ELS) | President & COO | 2000–2003 | Operations oversight |
| Equity LifeStyle Properties (ELS) | EVP, CFO & Treasurer | 1997–2000 | Finance, capital markets |
| Equity LifeStyle Properties (ELS) | VP, CFO & Treasurer | 1995–1997 | Finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Equity International | Chief Executive Officer | Feb 2013–present | Private investment firm focused on real estate-related companies |
| Chai Trust Company/Chai Trust | Director | Not disclosed | Private trust company linked to Zell family |
| Farmland Partners Inc. | Director | 2020–2024 | Public farmland REIT |
Board Governance
- Independence: Board affirmatively determined Heneghan is independent; former CEO role does not impair independence under NYSE standards .
- Board leadership: ELS separates Chair and CEO positions; Heneghan is Chair, Marguerite Nader is CEO; Lead Independent Director is Philip Calian .
- Committees: Chair of the Strategic Planning Committee; not on Audit or Compensation committees .
- Attendance/engagement: Board held 4 meetings in 2024; each Director attended ≥75% of Board and committee meetings; non‑management Directors held 4 executive sessions in 2024 .
- Governance practices: Executive sessions, director resignation policy, annual evaluations; all Audit Committee members are financial experts; prohibition against hedging and pledging .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $151,250 | Reflects increase effective April 1, 2024 to $180,000 for serving as Chair of the Board |
| Committee chair equity award | $20,000 | Granted as Restricted Stock but Heneghan elected options (1,660 options); grants made May 1, 2024 |
| Chairman equity award | $180,000 | Heneghan elected options (14,930 options); grants made May 1, 2024 |
| Meeting fees | — | No meeting fees; travel expenses reimbursed |
| Other perquisites | — | No perquisites reported for Directors |
Director compensation summary for 2024: Fees earned $151,250; Option awards $253,806; Total $405,056 .
Performance Compensation
| Grant/Instrument | Grant Date | Quantity | Vesting | Notes |
|---|---|---|---|---|
| Chairman options (in lieu of RS) | May 1, 2024 | 14,930 options | Not explicitly disclosed | Number equals 5× RS equivalent; grant calibrated at $60.29 closing price reference |
| Strategic Planning Chair options (in lieu of RS) | May 1, 2024 | 1,660 options | 1/3 on May 1, 2025; 1/3 on May 1, 2026; 1/3 on Apr 30, 2027 | Committee chair award valued at $20,000 |
| Unexercisable options (as of 12/31/2024) | — | 16,590 | — | Sum of Chair and committee options |
| Unvested Restricted Stock (as of 12/31/2024) | — | 1,050 shares | — | Outstanding RS balance |
Notes: For Director awards, ELS permits election of stock options equal to 5× the RS share count; grants used the $60.29 closing price on April 30, 2024 to determine RS quantity; vesting for committee awards disclosed; vesting for Chairman award not specified in proxy .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Chai Trust | Heneghan is a director | Fellow ELS Director Scott Peppet is President of Chai Trust; ELS Director David Contis is also a Director of Chai Trust—indicates multiple board members connected to Zell family’s trust company . |
| Equity International | Heneghan is CEO | Peppet and Contis are advisors to Equity International—overlapping affiliations may influence information flow or perceived alignment . |
| Farmland Partners Inc. | Former Director (2020–2024) | No disclosed transactions with ELS; sector distinct from ELS. |
ELS policy requires Audit Committee review/approval of related‑party transactions; 2024 proxy discloses policy framework and indicates Directors complete questionnaires; no specific related party transactions disclosed for Heneghan .
Expertise & Qualifications
- Deep REIT operating experience across finance, operations, and leadership (former CFO, President, COO, CEO at ELS) .
- Strategic oversight credentials as current Board Chair and Strategic Planning Committee Chair; experience in capital planning, development, acquisitions, and investments via Strategic Planning mandate .
- Global real estate investment perspective as CEO of Equity International; governance experience via Chai Trust directorship and prior public board service at Farmland Partners .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (Common Stock) | 400,616 shares | Includes 298,980 shares held by spouse; Heneghan disclaims beneficial ownership of spouse’s shares . |
| Options exercisable within 60 days | 0 | None reported as exercisable within 60 days of record date . |
| Options (unexercisable at 12/31/2024) | 16,590 | Unexercisable options balance . |
| Unvested Restricted Stock | 1,050 shares | Outstanding RS awards . |
| Ownership guidelines | Directors must hold ≥3× annual retainer | All Directors except Papandreou met/exceeded guidelines as of 12/31/2024 . |
| Hedging/pledging | Prohibited for Directors and officers | Policy on Securities Trading bans hedging and pledging . |
Governance Assessment
-
Strengths
- Independence affirmed; separation of Chair and CEO roles supports oversight; robust governance policies with executive sessions, annual evaluations, and no hedging/pledging allowed .
- High ownership alignment: substantial beneficial holdings and compliance with director ownership guidelines; no perquisites; transparent director equity election mechanics (RS vs options) .
- Committee leadership focused on strategy; clear disclosures on committee scopes and meeting cadence; all directors met attendance thresholds .
-
Watch items / potential conflicts
- Multiple ELS directors connected to Chai Trust (Peppet as President; Contis as Director) and Equity International (Heneghan as CEO; Peppet and Contis as advisors), creating network interlocks that warrant monitoring for independence in transactions or strategic decisions, though no related‑party transactions are disclosed in the proxy .
- 2024 restatement did not trigger clawback recovery; while not compensation‑impacting, restatements can raise control/accuracy questions warranting continued audit oversight focus .
-
Shareholder sentiment
- Strong say‑on‑pay support (94.7% approval in 2024), indicating investor confidence in compensation governance; board maintains annual advisory vote cadence .
RED FLAGS
- Interlocks: Overlapping roles with Chai Trust and Equity International among multiple directors (including Heneghan) may present perceived conflicts in governance decision‑making; maintain vigilance on related‑party reviews .
- Financial restatement: January 2024 restatement of 2022 10‑K and 2023 10‑Qs (no clawback triggered) highlights the need for sustained internal control rigor, albeit with no impact on incentive metrics or recovery .
Appendix: Committee Assignments Snapshot (2024)
| Committee | Members | Chair | Meetings (2024) |
|---|---|---|---|
| Audit | Calian, Burks, Contis, Peppet | Calian | 9 |
| Compensation, Nominating & Corporate Governance | Contis, Calian, Freedman, Papandreou | Contis | 5 |
| Strategic Planning | Heneghan, Berkenfield, Freedman, Peppet | Heneghan | 4 |